Stockholders' (Deficit) Equity and Convertible Preferred Stock | 9. Stockholders’ (Deficit) Equity and Convertible Preferred Stock Convertible Preferred Stock In February and March 2018, the Company issued a total of 25,232,199 shares of Series C Preferred Stock at purchase price of $3.23 for gross proceeds $81.5 million under the same terms as the Series B Preferred Stock. In 2017, the Company issued a total of 27,777,778 shares of Series B Preferred Stock at purchase price of $1.80 for gross proceeds $50.0 million in four separate closings in the first half of 2017. The terms of the Series B Preferred Stock modified certain terms of the existing Series A, A-1, A-2, A-3 A-1, A-2, A-3 A-1, A-2 A-3 Upon closing of the IPO in May 2018, the Series A, Series A-1, A-2, A-3, At March 31, 2018, convertible preferred stock consisted of the following (in thousands except share and per share data): Shares Shares Issuance Carrying Liquidation Cumulative Convertible Series A Preferred 13,470,279 13,370,279 $ 0.60 $ 8,936 $ 9,866 $ 1,844 Series A-1 10,164,552 10,102,055 0.60 6,712 7,348 1,287 Series A-2 5,833,334 5,833,334 1.20 7,287 8,019 1,023 Series A-3 8,780,898 8,749,650 1.20 10,960 12,060 1,566 Series B Preferred 28,062,500 28,027,778 1.80 50,547 55,165 4,425 Series C Preferred 25,232,199 25,232,199 3.23 81,336 82,154 684 91,543,762 91,315,295 $ 165,778 $ 174,612 $ 10,829 The Series A, Series A-1, A-2, A-3, Conversion The preferred stock is convertible into common stock at any time at the option of the holder, initially on a 1-for-1 Voting The holders of the preferred stock have voting rights equivalent to the number of shares of common stock into which the preferred stock is convertible into. In addition, a majority of the preferred stockholders must approve certain items, including the approval of any dissolution, liquidation, amendment to the articles of incorporation, creation of new senior securities, payment of dividends, election of certain directors and adjusting the total number of directors, as well as other related items. Dividends Holders of shares of Series A, Series A-1, A-2, A-3 Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a deemed liquidation event, the holders of shares of preferred stock then outstanding are entitled to be paid out of the assets of the Company available for distribution to its stockholders, before any payment can be made to the holders of common stock, an amount per share equal to the greater of (i) the original issue price for the Series of preferred stock held plus any dividends accrued but unpaid, whether or not declared; or (ii) such amount per share as would have been paid if all shares of preferred stock had been converted to common stock immediately prior to such liquidation, dissolution, winding up or deemed liquidation event. If assets of the Company available are insufficient to pay holders of preferred stock the full amount they are entitled to, the holders of preferred stock will share ratably in any distribution of the assets available for distribution in proportion to the amounts due such holders. After the payment of all preferential amounts required to be paid to the holders of shares of preferred stock, the remaining assets of the Company will be distributed among the holders of the shares of common stock, pro rata based on the number of shares held by each such holder. Redemption Prior to the issuance of Series B Convertible Preferred Stock, all series of preferred stock became redeemable at specific dates. As such, the Company was accreting dividends on their preferred stock. Upon issuance of Series B Convertible Preferred Stock, all date certain redemption features were removed and the Company concluded that it was no longer probable that the preferred stock would become redeemable. As such, the Company stopped accreting dividends on their preferred stock in 2017. Upon certain change in control events that are outside of the Company’s control, including liquidation, sale or transfer of control of the Company, holders of the convertible preferred stock can cause its redemption. Shares of preferred stock must be redeemed by the Company at the original issue price for each series of preferred stock plus any dividends accrued but unpaid, whether or not declared, on the fifth month anniversary of such event, upon a written request from the holders of a majority of the then outstanding shares of preferred stock. This request can be made at any time before fourth month anniversary of such event. The Company classifies its convertible preferred stock outside of stockholders’ (deficit) equity as certain change in control events are outside the Company’s control. |